# Hornbeck Offshore Services, Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Hornbeck Offshore Services, Inc.](/companies/hos.md) (CIK 866829)
- Form: 10-Q
- Filed: 2025-10-23
- Accepted by EDGAR: Oct 23, 2025, 16:03 ET
- Period: 2025-09-30
- Accession: 0000866829-25-000024
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/866829/000086682925000024/hlx-20250930x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/866829/000086682925000024/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $377.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $957.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $310.9m | us-gaap:CostOfRevenue |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $848.8m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2025-07-01 to 2025-09-30 | $66.0m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $108.5m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-07-01 to 2025-09-30 | $18.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-01-01 to 2025-09-30 | $55.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | $47.9m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | $52.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $8.2m | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $24.7m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $19.2m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $13.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $22.1m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | $22.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.15 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.15 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.15 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | $0.15 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 147,698,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 149,550,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | $23.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-01-01 to 2025-09-30 | $10.6m | us-gaap:PaymentsToAcquireProductiveAssets |
| Cash and equivalents | at 2025-09-30 | $338.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $798.2m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $2.63bn | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $314.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $1.06bn | us-gaap:Liabilities |
| Long-term debt | at 2025-09-30 | $297.8m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-09-30 | $9.6m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-09-30 | $1.57bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 53,093 characters.

### FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS

This Quarterly Report on Form 10-Q contains or incorporates by reference various statements that contain forward-looking information regarding Helix and represent our current expectations or forecasts of future events. This forward-looking information is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995 as set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included herein or incorporated by reference herein that are predictive in nature, that depend upon or refer to future events or conditions, or that use terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,” “budget,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,” “continue,” “may,” “potential,” “should,” “could” and similar terms and phrases are forward-looking statements although not all forward-looking statements contain such identifying words. Included in forward-looking statements are, among other things:

- statements regarding our business strategy, corporate initiatives and any other business plans, forecasts or objectives, any or all of which are subject to change;
- statements regarding projections of revenues, gross margins, expenses, earnings or losses, capital spending, share repurchases, working capital, debt and liquidity, cash flows, future operations expenditures or other financial items;
- statements regarding our backlog and commercial contracts and rates thereunder;
- statements regarding our ability to enter into, renew and/or perform commercial contracts, including the scope, timing and outcome of those contracts;
- statements regarding the spot market, the continuation of our current backlog, visibility and future utilization, our spending and cost management efforts and our ability to manage changes, oil price volatility and its effects and results on the foregoing as well as our protocols and plans;
- statements regarding general economic or political conditions, whether international, national or in the regional or local markets in which we do business;
- statements regarding energy transition and energy security;
- statements regarding our ability to identify, effect and integrate mergers, acquisitions, joint ventures or other transactions and any subsequently identified legacy issues with respect thereto;
- statements regarding the acquisition, construction, completion, upgrades to or maintenance and/or regulatory certification of vessels, systems or equipment and any anticipated costs or downtime related thereto;
- statements regarding any financing transactions or arrangements, or our ability to enter into such transactions or arrangements;
- statements regarding our trade receivables and their collectability;
- statements regarding potential legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;
- statements regarding our sustainability initiatives and the successes thereon or regarding our environmental efforts, including with respect to greenhouse gas emissions;
- statements regarding global, market or investor sentiment with respect to fossil fuels;
- statements regarding our existing activities in, and future expansion into, the offshore renewable energy market;
- statements regarding potential developments, industry trends, performance or industry ranking;
- statements regarding our human capital management, including our ability to retain our senior management and other key employees;
- statements regarding our share repurchase authorization or program;
- statements regarding the underlying assumptions related to any projection or forward-looking statement; and
- any other statements that relate to non-historical or future information.

Although we believe that the expectations reflected in our forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include:

- the impact of domestic and global economic and market conditions and the future impact of such conditions on the offshore energy industry and the demand for our services;
- the general impact of oil and natural gas price volatility and the cyclical nature of the oil and gas market;
- the potential impact of geopolitical and domestic policy changes, including tariffs, that may negatively affect oil and gas production and/or pricing or adversely impact offshore renewable energy projects, costs of materials, regulations surrounding safe offshore well intervention, regulations of decommissioning offshore oil and gas wells, and global trade, economic growth and stability;
- the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, the oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;
- the results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, or the determination not to pursue or effect such initiatives;
- the operating results of acquired properties and/or equipment;
- the impact of inflation and our ability to recoup rising costs in the rates we charge to our customers;
- the impact of our ability to secure and realize backlog, including any potential cancellation, deferral or modification of our work or contracts by our customers;
- the ability to effectively bid, renew and perform our contracts, including the impact of equipment problems or failure;
- the impact of the imposition by our customers of rate reductions, fines and penalties with respect to our operating assets;
- the impact of current and future laws and governmental regulations and how they will be interpreted or enforced, including related to fossil fuel production, decommissioning, and litigation and similar claims in which we may be involved;
- the future impact of international activity and trade agreements on our business, operations and financial condition;
- the performance of contracts by customers, suppliers and other counterparties;
- the results of our continuing efforts to control costs and improve performance;
- unexpected future operations expenditures, including the amount and nature thereof;
- the effectiveness and timing of our vessel and/or system upgrades, regulatory certification and inspection as well as major maintenance items;
- operating hazards, including unexpected delays in the delivery, chartering or customer acceptance, and terms of acceptance, of our assets;
- the effect of adverse weather conditions and/or other risks associated with marine operations;
- the impact of foreign currency exchange controls, potential illiquidity of those currencies and exchange rate fluctuations;
- the effectiveness of our risk management activities and processes, including with respect to our cybersecurity initiatives and disclosures;
- the effects of competition;
- the availability of capital (including any financing) to fund our business strategy and/or operations;
- the effects of our indebtedness, our ability to comply with debt covenants and our ability to reduce capital commitments;
- the impact of our stock price on our financing activities such as repurchases of our common stock under share repurchase programs;
- the effectiveness of our sustainability initiatives and disclosures;
- the effectiveness of any future hedging activities;
- the potential impact of a negative event related to our human capital management, including a loss of one or more key employees;
- the impact of general, market, industry or business conditions; and
- the factors generally described in Item 1A. Risk Factors in our 2024 Form 10-K.

Our actual results could also differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Form 10-K. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

We caution you not to place undue reliance on forward-looking statements. Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise forward-looking statements, all of which are expressly qualified by the statements in this section, or provide reasons why actual results may differ. All forward-looking statements, express or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We urge you to carefully review and consider the disclosures made in this Quarterly Report and our reports filed with the SEC and incorporated by reference in our 2024 Form 10-K that attempt to advise interested parties of the risks and factors that may affect our business.

### EXECUTIVE SUMMARY

### Our Business

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. Our Well Intervention segment includes seven purpose-built well intervention vessels and 12 intervention systems. Our Robotics segment includes 39 work-class ROVs, six trenchers, three IROV boulder grabs, and robotics support vessels chartered on long-term, short-term and flexible bases to facilitate our ROV and trenching operations. Our Shallow Water Abandonment segment includes nine liftboats, six OSVs, three DSVs, one heavy lift derrick barge, one crew boat, 20 P&A systems and six CT systems. Our Production Facilities segment includes the *HP I*, the HFRS and our ownership of mature oil and gas properties.

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the level of spending of offshore energy companies on operational activities and capital projects. The level of spending by our customers is significantly affected by the prevailing market prices for oil and natural gas, which are impacted by many factors including domestic and global economic conditions, hydrocarbon production and capacity, geopolitical issues, weather, global health, and various other factors. Demand for decommissioning is affected by commodity prices as well as governmental regulations and political forces globally.

We maximize production of existing oil and gas reserves for our customers primarily in our Well Intervention segment. Historically, drilling rigs have been the asset class used for offshore well intervention work, and rig day rates are a pricing indicator for our services. Our customers have used drilling rigs on existing long-term contracts (rig overhang) to perform well intervention work instead of new drilling activities. Current volumes of work, rig utilization rates, the day rates quoted by drilling rig contractors and existing rig overhang affect the utilization and/or rates we can achieve for our well intervention assets and services.

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention and Shallow Water Abandonment segments. We believe that our well intervention vessels have a competitive advantage in performing these services more efficiently than rigs, and with our suite of shallow water assets and capabilities, we are the only provider capable of providing all facets of decommissioning services in the Gulf of America shelf.

We support renewable energy primarily in our Robotics segment through our services in offshore wind farm developments, including subsea cable trenching and burial as well as seabed clearance and preparation services. Demand for our services in the renewable energy market is affected by various factors, including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects and/or other governmental regulations supporting or restricting renewable energy developments.

### Current Market Environment

Commodity prices remained volatile during the third quarter 2025 and averaged in the $60s during most of the quarter. The current market environment is uncertain following the ongoing escalation of tariffs globally and the production increases by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”). The offshore oil and gas market continues to evaluate governmental regulations and changes thereto, including the ongoing effects of the U.K. government’s Energy Profits Levy (windfall tax), geopolitical instability and uncertainty, regional conflicts, unrest in the Middle East, and customer spending declines following mergers in the U.K. North Sea. These factors have shifted spending decisions of our customers into 2026, which has caused a slow-down in activity levels in the second half of 2025. These factors have also prolonged a supply and demand imbalance for offshore vessels, which has negatively impacted activity levels and rates in regions in which we operate.

The international wind market continues to be robust, with continued activity and sanctioned work primarily in Europe and Asia Pacific. U.S. wind farm activity is uncertain following the 2025 Wind Energy Ban, a Presidential Memorandum issued in the U.S. in January 2025 temporarily withdrawing wind energy leasing in the U.S. Outer Continental Shelf.

### Outlook

We anticipate ongoing headwinds for our assets not under long-term contracts, namely in spot markets for our Well Intervention segment, specifically in the North Sea and on the *Q4000*, and in our Shallow Water Abandonment segment during the remainder of 2025 and into 2026, during which time we expect a soft rate environment and low potential utilization of our vessels and systems. Our performance should be supported by our backlog from new contracting and by increasing demand for our decommissioning services internationally, which should grow over mid- to long-term as the subsea tree base expands and as customers reduce their decommissioning obligations. We expect the demand for shallow water decommissioning services in the Gulf of America to improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies. We expect long-term growth in our renewables services as the global demand for energy increases and the international energy market continues offshore renewable energy developments.

### Backlog

Our backlog is represented by signed contracts. As of September 30, 2025, our consolidated backlog totaled approximately $1.3 billion, of which $208 million is expected to be performed over the remainder of 2025. Our various contracts with Shell and Subsea 7 globally, our contracts with Petrobras in Brazil, and our new multi-year trenching agreement with NKT in the North Sea represented approximately 80% of our total backlog as of September 30, 2025. Backlog is not necessarily a reliable indicator of revenues derived from our contracts as (i) services are often added but may sometimes be subtracted; (ii) contracts may be renegotiated, deferred, canceled and in many cases modified while in progress; and (iii) reduced rates, fines and penalties may be imposed by our customers. Furthermore, our contracts are in certain cases cancelable without penalty. If there are cancellation fees, the amount of those fees can be substantially less than amounts reflected in backlog.

### RESULTS OF OPERATIONS

### Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined by the SEC as a numerical measure of a company’s historical or future performance, financial position or cash flows that includes or excludes amounts from the most directly comparable measure under GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures.

We evaluate our operating performance and financial condition based on EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt. EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP. We use EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other data prepared in accordance with GAAP.

We define EBITDA as earnings before income taxes, net interest expense, net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration and the general provision for (release of) current expected credit losses, if any. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from asset sales and insurance recoveries (related to property and equipment), if any. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents. In the following reconciliations, we provide amounts as reflected in the condensed consolidated financial statements unless otherwise noted.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Net income | ​ | $22,083 | ​ | $29,514 | ​ | $22,557 | ​ | $35,516 |
| Adjustments: | ​ |  | ​ |  | ​ |  | ​ |  |
| Income tax provision | ​ | 19,169 | ​ | 9,520 | ​ | 13,625 | ​ | 22,547 |
| Net interest expense | ​ | 5,616 | ​ | 5,689 | ​ | 17,197 | ​ | 17,057 |
| Other expense, net | ​ | 983 | ​ | 49 | ​ | 903 | ​ | 2,647 |
| Depreciation and amortization | ​ | 55,661 | ​ | 42,904 | ​ | 143,532 | ​ | 132,728 |
| EBITDA | ​ | 103,512 | ​ | 87,676 | ​ | 197,814 | ​ | 210,495 |
| Adjustments: | ​ |  | ​ |  | ​ |  | ​ |  |
| (Gain) loss on disposition of assets, net | ​ | — | ​ | (100) | ​ | — | ​ | 50 |
| General provision for current expected credit losses | ​ | 159 | ​ | 45 | ​ | 272 | ​ | 39 |
| Losses related to convertible senior notes | ​ | — | ​ | — | ​ | — | ​ | 20,922 |
| Adjusted EBITDA | ​ | $103,671 | ​ | $87,621 | ​ | $198,086 | ​ | $231,506 |

The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 | ​ | ​ ​ 2024 |
| --- | --- | ---: | --- | ---: |
| Cash flows from operating activities | ​ | $23,586 | ​ | $108,051 |
| Less: Capital expenditures, net of proceeds from asset sales and insurance recoveries | ​ | (10,646) | ​ | (10,317) |
| Free Cash Flow | ​ | $12,940 | ​ | $97,734 |

The reconciliation of our long-term debt to Net Debt is as follows (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ September 30, 2025 | ​ ​ | ​ ​ December 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Long-term debt including current maturities | ​ | $307,472 | ​ | $315,157 |
| Less: Cash and cash equivalents | ​ | (338,033) | ​ | (368,030) |
| Net Debt | ​ | $(30,561) | ​ | $(52,873) |

### Comparison of Three Months Ended September 30, 2025 and 2024

We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements. The following table details our financial and operational highlights for the periods presented (dollars in thousands):

| ​ ​ ​ ​ Net revenues — | ​ ​ ​ | ​ ​ ​ Three Months Ended September 30, 2025 ​ | ​ ​ ​ ​ ​ 2024 ​ | ​ ​ Increase/ (Decrease) Amount ​ | ​ | ​ ​ Percent ​ |
| --- | --- | ---: | ---: | ---: | --- | --- |
| Well Intervention | ​ | $193,205 ​ | $174,613 ​ | $18,592 |  | 11% |
| Robotics | ​ | 99,407 ​ | 84,526 ​ | 14,881 |  | 18% |
| Shallow Water Abandonment | ​ | ​ 74,642 ​ | ​ 71,595 ​ | ​ 3,047 | ​ | 4% |
| Production Facilities | ​ | 18,513 ​ | 20,695 ​ | (2,182) |  | (11)% |
| Intercompany eliminations | ​ | (8,807) ​ | (9,010) ​ | 203 |  | ​ |
| ​ | ​ | $376,960 ​ | $342,419 ​ | $34,541 |  | 10% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Gross profit (loss) — | ​ | ​ | ​ |  |  | ​ |
| Well Intervention | ​ | $12,439 ​ | $20,110 ​ | $(7,671) |  | (38)% |
| Robotics | ​ | 30,480 ​ | 26,683 ​ | 3,797 |  | 14% |
| Shallow Water Abandonment | ​ | ​ 17,694 ​ | ​ 10,810 ​ | ​ 6,884 | ​ | 64% |
| Production Facilities | ​ | 5,757 ​ | 8,531 ​ | (2,774) |  | (33)% |
| Corporate, eliminations and other | ​ | (351) ​ | (469) ​ | 118 |  | ​ |
| ​ | ​ | $66,019 ​ | $65,665 ​ | $354 |  | 1% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Gross margin — | ​ | ​ | ​ |  |  | ​ |
| Well Intervention | ​ | 6% | 12% |  |  | ​ ​ |
| Robotics | ​ | 31% | 32% |  |  | ​ |
| Shallow Water Abandonment | ​ | 24% | 15% |  |  | ​ |
| Production Facilities | ​ | 31% | 41% |  |  | ​ |
| Total company | ​ | 18% | 19% |  |  | ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2) | ​ | ​ | ​ |  |  | ​ |
| Well Intervention vessels | ​ | 7 / 76% | 7 / 97% |  |  | ​ |
| Robotics assets (3) | ​ | 48 / 63% | 47 / 77% |  |  | ​ |
| Chartered Robotics vessels | ​ | 7 / 92% | 6 / 96% |  |  | ​ |
| Shallow Water Abandonment vessels (4) | ​ | 20 / 67% | 20 / 76% |  |  | ​ |
| Shallow Water Abandonment systems (5) | ​ | 26 / 42% | 26 / 25% |  |  | ​ |

(1) Represents the number of vessels, Robotics assets or Shallow Water Abandonment systems as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates, vessels managed on behalf of third parties and vessels or assets disposed of and/or taken out of service.

(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or Shallow Water Abandonment systems generated revenues by the total number of calendar days (excluding vessel charter off-hire days) in the applicable period.

(3) Consists of ROVs, trenchers and IROV boulder grabs.

(4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.

(5) Consists of P&A and CT systems.

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended September 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Robotics | ​ | $8,807 | ​ | $8,972 | ​ | $(165) |
| Shallow Water Abandonment | ​ | — | ​ | 38 | ​ | (38) |
| ​ | ​ | $8,807 | ​ | $9,010 | ​ | $(203) |

***Net Revenues.*** Our consolidated net revenues for the three-month period ended September 30, 2025 increased by 10% as compared to the same period in 2024, primarily reflecting higher revenues in our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by lower revenues in our Production Facilities segment.

Our Well Intervention revenues increased by 11% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting fewer transit and mobilization days on the *Q7000* and higher rates in Brazil, offset in part by lower utilization on the *Seawell*. During the third quarter 2024, the *Q7000* incurred approximately 38 days of paid transit and mobilization during which period revenues and costs were deferred and not recognized. Revenues increased on the *Siem Helix 1* and the *Siem Helix 2*, which operated at higher contractual rates as compared to the third quarter 2024. Revenues decreased on the *Seawell*, which was warm-stacked during the third quarter 2025 as compared to having near full utilization during the third quarter 2024.

Our Robotics revenues increased by 18% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher rates on our chartered vessels and increased site clearance and third-party trenching activities, offset in part by fewer integrated vessel trenching days and lower overall ROV utilization. The third quarter 2025 included 536 chartered vessel days (including 28 spot vessel days at full utilization), which included 192 days of site clearance operations using three IROV boulder grabs, as compared to 532 chartered vessel days (including 92 spot vessel days at full utilization), which included 92 days of site clearance operations using one IROV boulder grab, during the third quarter 2024. The third quarter 2025 also included 165 days of trenching on third-party vessels with the T-1400-1 and T-1400-2 jet trenchers as compared to 92 days with the i-Plough during the third quarter 2024. Integrated vessel trenching decreased to 210 days during the third quarter 2025 as compared to 249 days during the third quarter 2024, and ROV utilization decreased to 63% during the third quarter 2025 as compared to 77% during the third quarter 2024.

Our Shallow Water Abandonment revenues increased by 4% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher utilization on our systems, offset in part by lower rates on our systems and lower overall utilization and rates on our vessels during the third quarter 2025. Utilization on P&A systems and CT systems increased to 1,003 days, or 42%, during the third quarter 2025 as compared to 607 days, or 25%, during the third quarter 2024. Overall vessel utilization was 67% during the third quarter 2025 as compared to 76% during the third quarter 2024.

Our Production Facilities revenues decreased by 11% for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices, offset in part by higher HFRS revenues during the third quarter 2025. The Thunder Hawk field remained shut in during the entire third quarter 2025 whereas the field had one month of production prior to being shut in during the third quarter 2024. Additionally, oil prices were approximately $10 per barrel lower during the third quarter 2025 as compared to the third quarter 2024. HFRS rates were higher during the third quarter 2025 as compared to the third quarter 2024.

***Gross Profit (Loss).*** Our consolidated gross profit increased slightly for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting increased profitability from our Robotics and Shallow Water Abandonment business segments, offset in part by reduced profitability from our Well Intervention and Production Facilities segments.

Our Well Intervention gross profit decreased by $7.7 million for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher costs during the third quarter 2025 due to acceleration of the amortization of deferred regulatory costs related to the *Q4000* and a higher number of transit and mobilization days during the third quarter 2024 over which period costs were deferred, offset in part by higher revenues during the third quarter 2025.

Our Robotics gross profit increased by $3.8 million for the three-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher rates, offset in part by higher costs and lower margins on certain projects due to the mix of contracting during the third quarter 2025.

Our Shallow Water Abandonment gross profit increased by $6.9 million for the three-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to higher revenues and lower costs during the third quarter 2025.

Our Production Facilities gross profit decreased by $2.8 million for the three-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to lower revenues during the third quarter 2025.

***Selling, General and Administrative Expenses.*** Our selling, general and administrative expenses were $18.2 million for the three-month period ended September 30, 2025 as compared to $21.1 million for the same period in 2024, primarily reflecting lower employee compensation costs.

***Other Expense, Net.*** Net other expense was $1.0 million for the three-month period ended September 30, 2025 as compared to a minimal net other expense for the same period in 2024. Net other expense primarily includes net foreign currency losses related to the British pound on our U.K. subsidiaries’ foreign currency positions.

***Income Tax Provision.*** Income tax provision was $19.2 million for the three-month period ended September 30, 2025 as compared to $9.5 million for the same period in 2024. The effective tax rate for the third quarter 2025 was impacted by certain discrete items and the jurisdictional mix of earnings. The effective rate for the third quarter 2024 was impacted by certain non-deductible expenses and non-creditable foreign income taxes.

### Comparison of Nine Months Ended September 30, 2025 and 2024

We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements. The following table details our financial and operational highlights for the periods presented (dollars in thousands):

| ​ ​ ​ ​ Net revenues — | ​ ​ ​ | ​ ​ ​ Nine Months Ended September 30, 2025 ​ | ​ ​ ​ ​ ​ 2024 ​ | ​ ​ Increase/ (Decrease) Amount ​ | ​ | ​ ​ Percent ​ |
| --- | --- | ---: | ---: | ---: | --- | --- |
| Well Intervention | ​ | $548,365 ​ | $603,674 ​ | $(55,309) |  | (9)% |
| Robotics | ​ | 236,021 ​ | 216,084 ​ | 19,937 |  | 9% |
| Shallow Water Abandonment | ​ | ​ 142,078 ​ | ​ 149,289 ​ | ​ (7,211) | ​ | (5)% |
| Production Facilities | ​ | 55,431 ​ | 70,247 ​ | (14,816) |  | (21)% |
| Intercompany eliminations | ​ | (24,583) ​ | (35,867) ​ | 11,284 |  | ​ |
| ​ | ​ | $957,312 ​ | $1,003,427 ​ | $(46,115) |  | (5)% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Gross profit (loss) — | ​ | ​ | ​ |  |  | ​ |
| Well Intervention | ​ | $24,455 ​ | $76,869 ​ | $(52,414) |  | (68)% |
| Robotics | ​ | 60,150 ​ | 65,754 ​ | (5,604) |  | (9)% |
| Shallow Water Abandonment | ​ | ​ 7,606 ​ | 2,701 ​ | ​ 4,905 | ​ | 182% |
| Production Facilities | ​ | 17,971 ​ | 17,116 ​ | 855 |  | 5% |
| Corporate, eliminations and other | ​ | (1,677) ​ | (1,735) ​ | 58 |  | ​ |
| ​ | ​ | $108,505 ​ | $160,705 ​ | $(52,200) |  | (32)% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Gross margin — | ​ | ​ | ​ |  |  | ​ |
| Well Intervention | ​ | 4% | 13% |  |  | ​ |
| Robotics | ​ | 25% | 30% |  |  | ​ |
| Shallow Water Abandonment | ​ | 5% | 2% |  |  | ​ |
| Production Facilities | ​ | 32% | 24% |  |  | ​ |
| Total company | ​ | 11% | 16% |  |  | ​ |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ |
| Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2) | ​ | ​ | ​ |  |  | ​ |
| Well Intervention vessels | ​ | 7 / 72% | 7 / 94% |  |  | ​ |
| Robotics assets (3) | ​ | 48 / 59% | 47 / 70% |  |  | ​ |
| Chartered Robotics vessels | ​ | 7 / 87% | 6 / 90% |  |  | ​ |
| Shallow Water Abandonment vessels (4) | ​ | 20 / 52% | 20 / 59% | ​ ​ |  | ​ |
| Shallow Water Abandonment systems (5) | ​ | 26 / 29% | 26 / 26% | ​ ​ |  | ​ |

(1) Represents the number of vessels, Robotics assets or Shallow Water Abandonment systems as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates, vessels managed on behalf of third parties and vessels or assets disposed of and/or taken out of service.

(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or Shallow Water Abandonment systems generated revenues by the total number of calendar days (excluding vessel charter off-hire days) in the applicable period.

(3) Consists of ROVs, trenchers and IROV boulder grabs.

(4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.

(5) Consists of P&A and CT systems.

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 | ​ | ​ ​ 2024 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) |
| --- | --- | ---: | --- | ---: | --- | ---: |
| Well Intervention | ​ | $— | ​ | $6,093 | ​ | $(6,093) |
| Robotics | ​ | 24,519 | ​ | 29,548 | ​ | (5,029) |
| Shallow Water Abandonment | ​ | 64 | ​ | 226 | ​ | (162) |
| ​ | ​ | $24,583 | ​ | $35,867 | ​ | $(11,284) |

***Net Revenues.*** Our consolidated net revenues for the nine-month period ended September 30, 2025 decreased by 5% as compared to the same period in 2024, reflecting lower revenues in our Well Intervention, Shallow Water Abandonment and Production Facilities business segments, offset in part by higher revenues in our Robotics segment.

Our Well Intervention revenues decreased by 9% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower utilization on the *Seawell*, the *Q4000*, the *Q5000* and the *Q7000*, offset in part by higher rates on the *Q4000* and in Brazil during the nine-month period ended September 30, 2025. Revenues decreased on the *Seawell*, which has been warm-stacked during the nine-month period ended September 30, 2025 as compared to being nearly fully utilized during the nine-month period ended September 30, 2024. Revenues on the *Q4000* were lower as the vessel underwent an approximate 33-day docking following a 45-day demobilization during the nine-month period ended September 30, 2025 as compared to a 67-day mobilization during the nine-month period ended September 30, 2024. Utilization on the *Q5000* was lower as the vessel underwent an approximate 57-day planned regulatory dry dock during the second quarter 2025. Revenues on the *Q7000* were lower due to the vessel recognizing only six days of revenue during the first quarter 2025 following the vessel’s completed mobilization and regulatory docking and commencement of its 400-day contract in Brazil as compared to being fully utilized in Australia during the nine-month period ended September 30, 2024. During the nine-month period ended September 30, 2025, the *Q4000* completed its Nigeria campaign at higher integrated project rates and transited back to the Gulf of America. Revenues in Brazil increased as the *Siem Helix 1* and the *Siem Helix 2* operated under new contract terms at higher contractual rates during the nine-month period ended September 30, 2025.

Our Robotics revenues increased by 9% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher chartered vessel rate and increased site clearance and third-party trenching activities, offset in part by a reduction in chartered vessel and ROV utilization. The nine-month period ended September 30, 2025 included 1,317 chartered vessel days (including 75 spot vessel days at full utilization), which included 403 days of site clearance operations using three IROV boulder grabs, as compared to 1,393 chartered vessel days (including 274 spot vessel days at full utilization), which included 260 days of site clearance operations using two IROV boulder grabs, during the nine-month period ended September 30, 2024. The nine-month period ended September 30, 2025 also included 346 days of trenching on third-party vessels as compared to 141 days during the nine-month period ended September 30, 2024. Integrated vessel trenching declined to 502 days during the nine-month period ended September 30, 2025 as compared to 566 days during the nine-month period ended September 30, 2024, and ROV utilization decreased to 59% during the nine-month period ended September 30, 2025 as compared to 70% during the nine-month period ended September 30, 2024.

Our Shallow Water Abandonment revenues decreased by 5% for the nine-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to lower rates on our vessels and systems and lower overall utilization on our vessels, offset in part by higher utilization on our systems. Overall vessel utilization was 52% during the nine-month period ended September 30, 2025 as compared to 59% during the same period in 2024. Utilization on P&A systems and CT systems increased to 2,065 days, or 29%, during the nine-month period ended September 30, 2025 as compared to 1,865 days, or 26%, during the nine-month period ended September 30, 2024.

Our Production Facilities revenues decreased by 21% for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices during the nine-month period ended September 30, 2025. The Thunder Hawk field remained shut in for the entire nine-month period in 2025 whereas the field had seven months of production prior to being shut in during the third quarter 2024. The Droshky wells were shut in for approximately one month in the second quarter 2025 whereas the field had a full nine months of production in 2024.

***Gross Profit (Loss).*** Our consolidated gross profit decreased by $52.2 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting reduced profitability from our Well Intervention and Robotics business segments, offset in part by increased profitability from our Shallow Water Abandonment and Production Facilities segments.

Our Well Intervention segment gross profit decreased by $52.4 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower overall revenues during the nine-month period ended September 30, 2025 and higher vessel costs on the *Q4000* during the third quarter 2025, offset in part by lower vessel costs on the *Seawell* due to the vessel being warm-stacked in 2025 and cost deferrals on the *Q7000* during its mobilization and regulatory docking in the first quarter 2025.

Our Robotics gross profit decreased by $5.6 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting higher costs and lower margins on certain projects due to the mix of contracting during the nine-month period ended September 30, 2025.

Our Shallow Water Abandonment gross profit increased by $4.9 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024, primarily reflecting lower costs, offset in part by lower overall revenues during the nine-month period ended September 30, 2025.

Our Production Facilities gross profit increased by $0.9 million for the nine-month period ended September 30, 2025 as compared to the same period in 2024 primarily due to the incurrence of well workover costs related to the Thunder Hawk wells during the first quarter 2024.

***Selling, General and Administrative Expenses.*** Our selling, general and administrative expenses were $55.6 million for the nine-month period ended September 30, 2025 as compared to $64.1 million for the same period in 2024, primarily reflecting lower employee compensation costs.

***Net Interest Expense.*** Our net interest expense totaled $17.2 million for the nine-month period ended September 30, 2025 as compared to $17.1 million for the same period in 2024, primarily reflecting lower interest income on our invested cash (Note 5).

***Losses Related to Convertible Senior Notes.*** The losses during the nine-month period ended September 30, 2024 were associated with the redemption of our 2026 Notes (Note 5).

***Other Expense, Net.*** Net other expense was $0.9 million for the nine-month period ended September 30, 2025 as compared to net other expense of $2.6 million for the same period in 2024. Net other expense primarily includes net foreign currency losses related to the British pound on our U.K. subsidiaries’ foreign currency positions.

***Income Tax Provision.*** Income tax provision was $13.6 million for the nine-month period ended September 30, 2025 as compared to $22.5 million for the same period in 2024. The effective tax rate for the nine-month period ended September 30, 2025 was impacted by certain discrete items and the jurisdictional mix of earnings. The effective rate for the nine-month period ended September 30, 2024 was impacted by the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event.

### LIQUIDITY AND CAPITAL RESOURCES

### Financial Condition and Liquidity

The following table presents certain information useful in the analysis of our financial condition and liquidity (in thousands):

| ​ ​ ​ | ​ ​ | ​ ​ September 30, 2025 | ​ ​ | ​ ​ December 31, 2024 |
| --- | --- | ---: | --- | ---: |
| Net working capital | ​ | $484,120 | ​ | $405,266 |
| Long-term debt (excluding current maturities) | ​ | 297,828 | ​ | 305,971 |
| Liquidity | ​ | 429,835 | ​ | 429,586 |

### Net Working Capital

Net working capital is equal to current assets minus current liabilities and includes cash and cash equivalents, current maturities of long-term debt and current operating lease liabilities. Net working capital measures short-term liquidity and is important for predicting cash flow and debt requirements.

### Long-Term Debt

Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes the 2029 Notes and the MARAD Debt, excluding current maturities of $9.6 million at September 30, 2025 and $9.2 million at December 31, 2024. See Note 5 for information relating to our long-term debt.

### Liquidity

We define liquidity as cash and cash equivalents plus available capacity under our credit facility, but excluding cash pledged as collateral toward the Amended ABL Facility. Our liquidity at September 30, 2025 included $338.0 million of cash and cash equivalents and $94.3 million of available borrowing capacity under the Amended ABL Facility (Note 5) and excluded $2.5 million of pledged cash. Our liquidity at December 31, 2024 included $368.0 million of cash and cash equivalents and $66.6 million of available borrowing capacity under the Amended ABL Facility and excluded $5.0 million of pledged cash.

We believe that our cash on hand, internally generated cash flows and availability under the Amended ABL Facility will be sufficient to fund our operations and expected capital spending, service our debt and other obligations, and execute our share repurchase program over at least the next 12 months. We currently do not anticipate borrowing under the Amended ABL Facility except for the issuance of letters of credit.

### Cash Flows

The following table provides summary data from our condensed consolidated statements of cash flows (in thousands):

| ​ ​ ​ ​ Cash provided by (used in): | ​ ​ ​ | ​ ​ Nine Months Ended September 30, 2025 ​ | ​ | ​ ​ 2024 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Operating activities | ​ | $23,586 | ​ | $108,051 |
| Investing activities | ​ | (10,646) | ​ | (10,317) |
| Financing activities | ​ | (44,921) | ​ | (105,574) |

### Operating Activities

Cash flows provided by operating activities for the nine-month period ended September 30, 2025 decreased as compared to the same period in 2024 despite the absence of an earnout payment, primarily reflecting lower earnings, higher regulatory recertification costs on our vessels and systems and higher working capital outflows. Our operating cash outflows during the nine-month period ended September 30, 2024 included $58.3 million of the $85.0 million earnout payment on April 3, 2024. Regulatory recertification spending on our vessels and systems was $48.3 million and $29.2 million, respectively, during the comparable year over year periods.

### Investing Activities

Cash flows used in investing activities for the nine-month period ended September 30, 2025 increased slightly as compared to the same period in 2024. Our investing cash outflows during the nine-month period ended September 30, 2024 were offset in part by cash proceeds from the sale of assets and insurance recoveries.

### Financing Activities

Net cash outflows from financing activities for the nine-month period ended September 30, 2025 primarily reflect the repurchases of $30.2 million in our common stock under the 2023 Repurchase Program (including $0.2 million of excise tax paid), principal repayment of $9.2 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards. Net cash outflows from financing activities for the nine-month period ended September 30, 2024 primarily reflect cash outflows of $60.7 million related to the 2026 Notes, $26.7 million of the $85.0 million earnout payment, the principal repayment of $8.7 million related to the MARAD Debt and $10.2 million in repurchases of our common stock under the 2023 Repurchase Program. These outflows were offset in part by $4.4 million of cash inflows from the proportionate settlement of the 2026 Capped Calls.

### Material Cash Requirements

Our material cash requirements include our obligations to repay our long-term debt, satisfy other contractual cash commitments and fund other obligations.

### Long-term debt and other contractual commitments

The following table summarizes (in thousands) the principal amount of our long-term debt and related debt service costs as well as other contractual commitments, which include commitments for property and equipment and operating lease obligations, as of September 30, 2025 and the portions of those amounts that are short-term (due in less than one year) and long-term (due in one year or greater) based on their stated maturities. Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory recertification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of September 30, 2025.

| ​ ​ | ​ | ​ ​ Total | ​ | ​ ​ Short-Term | ​ | ​ ​ Long-Term |
| --- | --- | ---: | --- | ---: | --- | ---: |
| MARAD debt | ​ | $14,645 | ​ | $9,644 | ​ | $5,001 |
| 2029 Notes | ​ | 300,000 | ​ | — | ​ | 300,000 |
| Interest related to debt | ​ | 102,505 | ​ | 30,402 | ​ | 72,103 |
| Property and equipment | ​ | 8,014 | ​ | 8,014 | ​ | — |
| Operating leases (1) | ​ | 791,993 | ​ | 156,741 | ​ | 635,252 |
| Total cash obligations | ​ | $1,217,157 | ​ | $204,801 | ​ | $1,012,356 |

(1) Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced. At September 30, 2025, our commitment related to long-term vessel charters that have commenced totaled approximately $719.8 million, of which $363.8 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of September 30, 2025.

### Other material cash requirements

Other material cash requirements include the following:

*Decommissioning.* We have decommissioning obligations associated with our oil and gas properties (Note 12). Those obligations, which are presented on a discounted basis on the condensed consolidated balance sheets, approximate $80.9 million (undiscounted) for Thunder Hawk Field oil and gas properties and $37.1 million (undiscounted) for Droshky oil and gas properties as of September 30, 2025, none of which is expected to be paid during the next 12 months. We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky oil and gas properties are fulfilled.

*Regulatory recertification and dry dock.* Our vessels and systems are subject to certain regulatory recertification requirements that must be satisfied in order for the vessels and systems to operate. Recertification may require dry dock and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $0.2 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

We expect the sources of funds to satisfy our material cash requirements to come from our ongoing operations and existing cash on hand. Although not currently expected, we also have availability under the Amended ABL Facility and access to capital markets.

### CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our discussion and analysis of our financial condition and results of operations, as reflected in the condensed consolidated financial statements and related footnotes, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty and may change over time as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. For information regarding our critical accounting estimates, see our “Critical Accounting Estimates” as disclosed in our 2024 Form 10-K.

## Market risk

As filed, 3,545 characters.

As a multi-national organization, we are subject to market risks associated with foreign currency exchange rates, interest rates and commodity prices.

*Foreign Currency Exchange Rate Risk.* Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. As such, our earnings are impacted by movements in foreign currency exchange rates when (i) transactions are denominated in currencies other than the functional currency of the relevant Helix entity or (ii) the functional currency of our subsidiaries is not the U.S. dollar. In order to mitigate the effects of exchange rate risk in areas outside the U.S., we endeavor to pay a portion of our expenses in local currencies to partially offset revenues that are denominated in the same local currencies. In addition, a substantial portion of our contracts are denominated, and provide for collections from our customers, in U.S. dollars.

Assets and liabilities of our subsidiaries that do not have the U.S. dollar as their functional currency are translated using the exchange rates in effect at the balance sheet date, and changes in the exchange rates can result in translation adjustments that are reflected in “Accumulated other comprehensive loss” in the shareholders’ equity section of our condensed consolidated balance sheets. For the nine-month period ended September 30, 2025, we recorded foreign currency translation gains of $63.2 million to accumulated other comprehensive loss. Deferred taxes have not been provided on foreign currency translation adjustments as any outside stock basis differences would be realized in a tax-free manner.

When currencies other than the functional currency are to be paid or received, the resulting transaction gain or loss associated with changes in the applicable foreign currency exchange rate is recognized in the condensed consolidated statements of operations as a component of “Other income (expense), net.” Foreign currency gains or losses from the remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other income (expense), net.” For the three- and nine-month periods ended September 30, 2025, we recorded net foreign currency losses of $1.0 million and $0.9 million, respectively, primarily related to the British pound on our U.K. subsidiaries’ foreign currency positions.

*Interest Rate Risk.* In order to minimize the risk of changes to our cash flow due to changing interest rates, we generally borrow at fixed rates, but may borrow at variable rates from time to time. For fixed rate debt, changes in interest rates may not affect our interest expense, but could result in changes in the fair value of the debt instrument prior to maturity and we may be at risk upon refinancing maturing debt. For variable rate debt, changes in interest rates could affect our future interest expense and cash flows. We currently have no amounts outstanding under the Amended ABL Facility or other debt subject to floating rates.

*Commodity Price Risk.* We are exposed to market price risks related to oil and natural gas with respect to offshore oil and gas production in our Production Facilities business. Prices are volatile and unpredictable and are dependent on many factors beyond our control. See Item 1A. Risk Factors in our 2024 Form 10-K for a list of factors affecting oil and gas prices.

## Controls and procedures

As filed, 1,215 characters.

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, 2025 to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the three-month period ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 196 characters.

There have been no material changes during the period ended September 30, 2025 in our “Risk Factors” as discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Oct 23, 2025.
Source: SEC EDGAR, the filing index for accession 0000866829-25-000024. Last ingested by Listed: Nov 12, 2026, 18:10 ET. No prices; not investment advice.